Legal Signed TC Agreement

LEGAL SIGNED TC AGREEMENT

This Legal Signed TC Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address: and Service Provider Name: with principal address: .

RECITALS

WHEREAS, Client engages Service Provider to perform the services described in this Agreement and Service Provider has the experience, personnel and resources to perform such services in accordance with the terms and conditions set forth herein;

WHEREAS, the parties wish to set forth the terms governing the provision of services, payment, confidentiality, ownership of work product and allocation of risk between the parties; and

WHEREAS, the parties desire that this Agreement serve as the complete and binding contract for the engagement described herein.

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the work described in Section 2 and any work described in an executed Statement of Work. 1.2 "Deliverables" means tangible or electronic work product delivered to Client under this Agreement. 1.3 Terms defined elsewhere in this Agreement have the meanings set out where used.

2. SCOPE OF SERVICES

Service Provider shall perform the Services in a professional and workmanlike manner consistent with industry standards. Any change to the Scope of Services must be agreed in writing by authorized representatives of both parties and, if applicable, a mutually signed Statement of Work.

3. TERM AND TERMINATION

3.1 Term. The term of this Agreement shall commence on Commencement Date: and shall continue until Completion Date: unless earlier terminated as provided herein.

3.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon thirty (30) days' prior written notice to the other party. 3.3 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure within fifteen (15) days after receipt of written notice of such breach.

4. FEES AND PAYMENT

4.1 In consideration for the Services, Client shall pay Service Provider the fees set forth in the Fee Schedule. All amounts are stated in U.S. dollars unless otherwise indicated. 4.2 Payment Terms. Unless otherwise agreed in writing, invoices are due and payable within thirty (30) days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. CONFIDENTIALITY

5.1 Each party shall hold in confidence Confidential Information of the other party and shall not disclose such information except to employees, agents or subcontractors with a need to know and who are bound by confidentiality obligations no less protective than this Agreement. 5.2 Confidential Information does not include information that (a) is or becomes public without breach of this Agreement, (b) was rightfully known prior to disclosure, (c) is rightfully received from a third party without restrictions, or (d) is independently developed without use of Confidential Information.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Unless otherwise agreed in a written Statement of Work, Service Provider retains ownership of pre-existing intellectual property and tools. Client shall own the Deliverables upon full payment of all amounts due, and Service Provider hereby assigns to Client all right, title and interest in those Deliverables, subject to any pre-existing rights expressly reserved by Service Provider.

6.2 License. To the extent Service Provider retains any intellectual property rights in the Deliverables, Service Provider grants Client a perpetual, non-exclusive, worldwide license to use such materials solely for Client's internal business purposes.

7. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that it has the corporate power and authority to enter into this Agreement and to perform its obligations. Service Provider warrants that the Services will be performed in a professional manner in accordance with industry standards. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND THE PARTIES DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

8. INDEMNIFICATION

Service Provider shall indemnify, defend and hold Client harmless from and against any third-party claims arising out of Service Provider's gross negligence, willful misconduct, or breach of representations and warranties in this Agreement. Client shall indemnify Service Provider for claims arising from Client's misuse of the Deliverables or breach of this Agreement.

9. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. INSURANCE

Service Provider shall maintain insurance customary for the Services and commensurate with industry practice and shall provide certificates of insurance upon Client's request.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other addresses as a party may specify in writing in accordance with this Section. Notice is effective upon receipt.

12. ASSIGNMENT

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement in its entirety to a successor in interest by way of merger, acquisition or sale of all or substantially all of its assets.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall be deemed a waiver of any subsequent breach.

14. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

15. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any executed Statements of Work, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures provided by electronic means shall be deemed originals for all purposes.

ADDITIONAL PROVISIONS

Sign Now